SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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occurs or arises subsequent to the date of this Agreement and shall obtain the
satisfaction of all conditions to Closing set forth in this Agreement.

         5.6 CONFIDENTIALITY. Unless compelled to disclose information by
judicial or administrative process or by other requirements of law, neither
Seller, Manager nor Stockholder shall, before the Closing Date, disclose or
allow any of their respective affiliates to disclose to third parties any
information that Seller, Manager or Stockholder has obtained from Buyer in
connection with this Agreement with respect to Buyer or any of its affiliates,
and from and after the Closing Date neither Seller, Manager nor Stockholder
shall disclose or allow any of their respective affiliates to disclose to third
parties and will not use for its or their own account or allow its or their
affiliates to use for their own accounts, any trade secrets, business secrets or
other information relating to the Business or the Assets or any information that
Seller, Manager or Stockholder has obtained from Buyer in connection with this
Agreement with respect to Buyer or any of its affiliates, provided, however,
that Manager shall have a right to use such information relating to the Business
or Assets that was in Manager's possession prior to the Closing Date, but solely
and only to the extent necessary for Manager to operate the M/V Candy Clipper,
M/V Candy Cruiser, M/V Candy Carrier and its crew boats after the Closing Date.
The parties hereto acknowledge and agree that the terms and provisions of this
Agreement are intended by the parties to supplement, but not supercede, the
terms of that certain Confidentiality Agreement dated April 24, 2003 (the
"Confidentiality Agreement") and that the confidentiality obligations set forth
herein and therein shall remain in full force and effect notwithstanding the
closing of the transactions contemplated in this Agreement or anything to the
contrary contained in this Agreement or the Confidentiality Agreement. Solely
for the purpose of preventing any of the transactions contemplated by this
Agreement from being a "reportable transaction" pursuant to Treas. Reg. Section
1.6011-4(b)(3), each Party to this Agreement (and each employee, representative
or other agent of each) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of transactions contemplated in
this Agreement and all materials of any kind (including opinions or other tax
analysis) that are or have been provided to any Party relating to such tax
treatment and tax structure.

         5.7 CONTRACTS; LIABILITIES. Neither Seller, Manager nor the Stockholder
shall enter into any contracts or incur any liabilities relating to the Business
or the Assets other than in the ordinary course of business without the prior
written consent of Buyer.

         5.8 EMPLOYEE MATTERS.

         (a) Manager and Buyer shall enter into a Crew Management Agreement in
substantially the form attached hereto as Appendix B ("Crew Management
Agreement") pursuant to which Manager shall provide for the Vessel the crew
members then currently assigned to such Vessel for a period of fourteen days
after the Closing Time or such other period of time as may be specified by Buyer
(the "Crew Lease Period").

         (b) Manager acknowledges that Buyer may, in its sole discretion and
with no obligation to do so, immediately after expiration of the Crew Lease
Period for the Vessel or earlier if in accordance with this Agreement a public
announcement is made with respect to this transaction, offer employment to any
or all of the vessel-based employees employed by Manager in the Business on such
terms as Buyer may deem appropriate (any such employee who accepts 



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